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Adult female rats undergoing their first lactation were experimentally weaned by removing their pups on day 4 of lactation. The initial phase of mammary gland involution began with the removal of protein granules from the milk by digestion in large stasis vacuoles in the alveolar epithelial cells. Later stages involved a progressive necrosis of the epithelial cells by auto-phagocytosis. Removal of fat droplets and cellular debris occurred at this time and was accomplished by macrophage-like cells. Finally, epithelial cells were detached from the basement membrane and were found, in varying stages of degeneration, lying free in the lumina of the alveoli.